G. I. Joe Fan Fiction / Transformers Fan Fiction / Alien - Series Fan Fiction ❯ War of the Worlds (version 1) ❯ War of the Worlds ( Chapter 1 )

[ T - Teen: Not suitable for readers under 13 ]

Transformers Vs GI Joe: War of the Worlds

Written by Sidewinder (aim9snake@hotmail.com), 2004, last revised 2007. Original story by Dreamwave Productions. Characters created and owned by Hasbro and Takara.


AAM: air-to-air missile

ACP: Automatic Colt Pistol

Ausf.: Ausführung (Version)

BMG: Browning Machine Gun

FLAK: Fliegerabwehr Kanone (aircraft defense cannon)

IR: infrared

NVG: night vision goggles

PzKpfw: Panzerkampfwagen (armored combat vehicle)

RAF: Royal Air Force

RN: Royal Navy

SdKfz: Sonderkraftfahrzeug (special-purpose vehicle)

SMG: submachine gun

StG: Sturmgewehr (assault rifle)

USN: US Navy


C96 pistol: 7.63 x 25 mm

M1 rifle: .30-06 (7.62 x 63 mm)

M1 SMG: .45 ACP

M1A1 carbine: .30 Carbine (7.62 x 33 mm)

M2HB machine gun: .50 BMG (12.7 x 99 mm)

M1911A1 pistol: .45 ACP (11.43 x 23 mm)

MG42 machine gun: 7.92 x 57 mm

MP38 SMG: 9 x 19 mm

P08 pistol: 9 x 19 mm

P38 pistol: 9 x 19 mm

StG44: 7.92 x 33 mm


TEXT: Spring, 1939. The Fera Islands in the North Atlantic.

Twilight. Messerschmitt Bf-109 fighters and Junkers Ju-87 dive-bombers fly over a fishing village. A stormtrooper bearing Cobra's standard (a red flag with a black cobra above a swastika) marches down a cobblestone street, followed by stormtroopers flanking PzKpfw III medium tanks.

TEXT: Temple of Odin.

The Vikings built this stone temple when they conquered these volcanic islands a millennium ago. Despite the cracks on the walls, the temple is in good condition because of the villagers' piety to Odin.

Stormtroopers surround the temple. Four of them guard the village elder kneeling before the doorway. Cobra Commander, his collar decorated with two silver cobras, approaches them.

TEXT: Cobra Commander-- real name unknown. Commander, Special Antiterrorist Group Cobra. Retired colonel (O6), Imperial German Army.

A stormtrooper turns to salute Cobra Commander-- the others continue guarding the elder-- who returns the salute and approaches the elder.

ELDER: You walk upon holy ground! You must leave, or we will all suffer the gods' wrath!

Cobra Commander draws a Walther P38 and shoots the elder's head, killing him. He turns to Major Bludd.

TEXT: Bludd, Sebastian. Major (O4), Special Antiterrorist Group Cobra.

COBRA CMDR: Now what was it that you wanted me to see?

BLUDD: I thought the villagers were using the temple to hide munitions, so I ordered my men to search it.

He leads Cobra Commander into the temple, where Odin's statue holds the Matrix-- a diamond in a golden frame, representing the eye Odin sacrificed for knowledge. The floor was excavated to reveal a cavern-- the boarding tube the Decepticons used to board the Ark when they tried to capture it 4,000,000 years ago.

BLUDD: The floor sounded hollow, so I ordered my men to excavate it. This is what I found.

A rope ladder, tied to the statue, reaches into the cavern. Bludd climbs down, followed by Cobra Commander and two stormtroopers. Their feet touch the cavern's metal floor; then Bludd turns on a flashlight.

COBRA CMDR: God in heaven!

The light reveals Megatron, a sleeping giant.

BLUDD: Do you think the Yankees were using this island as a secret base?

COBRA CMDR: No. The Americans don't...

Megatron's optics glow red-- his emergency generators startup. He rises to his feet.

TEXT: Megatron-- Decepticon Commander-in-Chief (rank: 10).

MEGATRON: Argh! I still function!

BLUDD: Bloody hell!

He draws a Luger Lange (Long) P08 inlaid with gold serpents-- a trophy from the Great War-- and targets Megatron's head. Cobra Commander puts his hand over Bludd's.

COBRA CMDR: No, you fool!

Megatron turns to see the men; he reaches for them. The stormtroopers scream in terror and fire their MP38 SMGs, but the bullets ricochet harmlessly off the Transformer's armor. Megatron's hand closes upon a stormtrooper to crush him.

MEGATRON: Such fragile weapons.

He turns to the survivors. Cobra Commander and Bludd walk backwards towards the ladder, keeping their eyes on the Transformer. Megatron ignores them; he watches the second stormtrooper climb up the rope ladder.

MEGATRON: Where do you think you're going?

He pulls the rope ladder.


He falls to his death. Odin's statue falls into the cavern, shattering upon the metal floor. Megatron reaches for Cobra Commander, who crawls on his back, away from the Transformer.

Cobra Commander's hand touches the Matrix, which fell out of the statue's hand. He raises the Matrix over his head, using the golden frame as a shield. Light fills the cavern.


He kneels in pain. The Matrix's light reveals a dozen Decepticon warriors in stasis lock.


TEXT: Summer, 1940. Fort Myer, Virginia. United States of America.

In a classroom, a dozen servicemen sit in front of a slide projector. Leatherneck and Flint sit in front, facing each other.

TEXT: Leatherneck-- Metzger, Wendell A. Gunnery Sergeant (E7), US Marine Corps.

LEATHERNECK: I tell you, flyboy, when the bullets start flying, there's nothing more comforting than the knowledge that a couple of battlewagons are right off the coast, ready to rain fire on anyone who's not under the stars and stripes. When the big guns go off...

TEXT: Flint-- Faireborne, Dashiell R. Chief Warrant Officer 2, US Army Air Corps.

FLINT: That's nice when you're storming the beachhead, but when you're in the woods, you need us flyboys. With the new Norden bombsight, we can drop a bomb in a pickle barrel from any altitude.

Breaker and Roadblock sit in the middle, watching Flint and Leatherneck.

TEXT: Breaker-- Kibbey, Alvin R. Specialist Four (E4), US Army.

BREAKER: They put us up with some sailors and marines, took away our names and our ranks, sent us running through a swamp to get snakes for breakfast, and strapped a parachute to our back before they kicked us out of an airplane. What else are they gonna do to us?

TEXT: Roadblock-- Hinton, Marvin F. Corporal (E4), US Army.

ROADBLOCK: Maybe the new guy knows.

He glances at the back, where Snake Eyes, masked and goggled, is sharpening a bayonet.

TEXT: Snake Eyes-- real name unknown. Sergeant (E5), US Army.

BREAKER: Him? He's too quiet-- like a snake in the grass, ready to strike.

Duke enters the classroom and turns to the servicemen.

TEXT: Duke-- Hauser, Conrad S. First Sergeant (E8), US Army.

DUKE: Group, attention!

The servicemen rise from their chairs to stand at attention. Hawk enters the classroom.

TEXT: Hawk-- Abernathy, Clayton M. Brigadier General (O7), US Army.

HAWK: Take seat.

The servicemen sit down. Jaye loads slides into the projector.

HAWK: As you know, the Europeans have been threatening to start another war for years. During this time, we've been preparing for this war-- adopting a peacetime draft, increasing military spending, researching and developing new weapons, etc. You men are part of the preparations-- a special operations force with the mission of protecting America from threats to freedom, which the regular military forces are unable to handle. Unfortunately, it seems we were preparing for the wrong kind of war.

Scarlett and Jaye appear beside him.

HAWK: Seven months ago, the OSS-- Office of Strategic Services-- sent twelve agents on a fact-finding mission to Europe. One month ago, the German government was overthrown; only two agents survived the resulting chaos and escaped back to Britain. These are the two survivors. I strongly advise you to give them your full attention.

A soldier turns on the projector; a photograph of Cobra Commander, shaking the Führer's hand, is projected onto the wall. Scarlett points at the standard above them.

TEXT: Scarlett-- O'Hara, Shana M. Lieutenant Junior Grade (O2), US Navy Office of Naval Intelligence.

SCARLETT: Our enemy is Cobra, a special antiterrorist unit formed in 1938, under the German Führer's direct command. In 1939, MI6-- the British Secret Intelligence Service-- uncovered a plan to invade Belgium, which would let them to outflank the Maginot Line's defenses and drive straight to Paris.

A map of the North Atlantic is projected.

TEXT: Lady Jaye-- Hart-Burnett, Alison R. Second Lieutenant (O1), US Army Signals Intelligence Service.

JAYE: The Führer ordered Cobra to occupy the Fera Islands and stop the Brits from sending supplies and reinforcements to the Belgians. After accomplishing this task, Cobra Commander convinced the Führer to delay the invasion for a year. The Brits agreed not to challenge the occupation of the Fera Islands in exchange for some diplomatic concessions-- their then Prime Minister was bribed-- while the German Army and Air Force spent an astronomical amount of money developing next-generation weaponry. One month ago, we saw the results of this research in Berlin.

A photo of the Führer's head, impaled upon a pike in front of the Reichstag's burning ruins, is projected. Scarlett points at a flag behind the heads. The swastika has been removed from the Cobra standard, now a black flag with a red cobra.

SCARLETT: We saw the same scene in the capitals of Belgium, Denmark, France, Italy, Luxembourg, the Netherlands, Norway, and Spain. Cobra successfully conquered most of Western Europe-- in one month.

JAYE: We know very little about the Cobra leadership. As a security measure, the Germans destroyed most of their records on Cobra Commander, including his real name. We managed to recover a medical record, which describes the injuries a grenade caused in the Battle of Cambrai; he has shrapnel embedded in his face and throat, and wears a mask to cover the scars.

A photo of Bludd, standing behind Cobra Commander as he inspects the troops, is projected.

JAYE: Major Sebastian Bludd is Cobra's deputy commander, despite the fact he fought for the Allies during the Great War. He was dishonorably discharged from the Australian Army in 1930, after 20 of his men died in a "training accident." He worked as a mercenary in Southeast Asia before Cobra recruited him.

Roadblock raises his hand.

SCARLETT: Yes, Soldier?

ROADBLOCK: You say the Germans spent a lot of money making next-generation weapons. What kind of weapons do they got?

A photo of a red Messerschmitt Me-163D Komet (Comet) rocket fighter with a black weasel painted under the cockpit-- Wild Weasel's-- is projected. The Komet is firing its 30 mm cannons at the thin armor on a Charron B1 bis heavy tank's roof, destroying the tank.

SCARLETT: This rocket plane is one example.

A photo of Megatron, crushing a French soldier under his boot, is projected.

JAYE: This... tank... is another.

HAWK: America is not ready to fight another World War, especially against an enemy whose weapons are a generation ahead of ours. Our mission is to--

Snake Eyes suddenly throws his bayonet through the ceiling, towards the spy on the roof.

LASERBEAK: Shrieeeek!

A laser beam pierces the roof; Snake Eyes somersaults out of the beam's destructive path.

SCARLETT: Snake Eyes!

A soldier draws his M1911A1 to shoot at the ceiling.


A laser beam cuts him in half.


The soldiers see Laserbeak through the hole he burned in the roof.

FLINT: What on Earth is it?!

Laserbeak flies out of sight.

DUKE: It... it's alive!


TEXT: RAF Sumburgh, Scotland. United Kingdom.

In the hangar, Duke and Scarlett examine a metal plate marked "USS HAMA". A map of the Fera Islands is etched into it; the Cobra insignia marks the largest island. Scarlett stands beside him.

DUKE: How many men did we lose when this destroyer sank?

SCARLETT: All hands. The Royal Navy was able to recover this from the wreckage--

DUKE: With this map conveniently burned into it. It smells like a trap.

SCARLETT: But it's the best lead we have.

Nighttime. Three Douglas C-47 Skytrain cargo planes, their engines running, are lined up on the runway. The Joes-- wearing flak jackets over "sterile" uniforms without name, rank, or service markings, but with their blood types stenciled on the shoulders and kneepads-- board a plane. Breaker and Roadblock face each other as they board it.

BREAKER: What kind of a name is GI Joe?

ROADBLOCK: Yeah, we deserve a name that makes the enemy pee in their pants every time they hear it, like... the Wreckers.

BREAKER: Yeah, I won't mind being a Wrecker.

The planes take off. Hawk sits in a C-47 cockpit. As it flies over the island, he turns around to face the Joes.

HAWK: Although the cost of failure is high, I am confident you'll succeed. You will not fear the terror of night, nor the arrow that flies by day... 1000 may fall at your sides, and 10,000 at your right hands, but it will not come near you... You are GI Joe, real American heroes. Godspeed.

The first C-47 drops decoys-- a dozen parachutes, each weighted with an ice block-- on the island's west side. The second C-47 flies over the east side; the Joes jump out of the plane. After their parachutes open, the third C-47 delivers three crates-- containing heavy weapons, motorcycles, and other equipment-- by parachute.

Starscream stands beside a radar antenna on the Terrordrome roof, holding a cable. He smiles, watching the C-47s fly away.

TEXT: Starscream-- Acting Decepticon Second-in-Command, Air Commander (rank: 7).


TEXT: The Terrordrome-- Cobra Headquarters.

In the command center, Cobra Commander and Megatron study a map of the UK; Starscream prevented them from learning of the assault. Cobra Commander wears Sappenpanzer (trench armor) with an armored box fixed to the breastplate.

MEGATRON: My warriors can take England, but can your warriors keep it?

Destro appears behind them. He wears tilting armor with a mask of rage in honor of his ancestors, but with a Mauser C96 instead of a claymore (great sword).

TEXT: Destro, James McCullen-- 23rd Baron of Destro. Director, Military Armaments Research Systems.

DESTRO: Megatron has a valid point, Commander. The Americans are already aware of Cobra's existence; it's only a matter of time before they strike. Perhaps we should withdraw... 30% of our forces from Europe to strengthen the island's defenses?

Cobra Commander opens the armored box-- the Matrix casing-- extends his fist as he glides like an ice skater in front of Destro, and shatters Destro's breastplate. Destro flies 10 meters through the air before slamming against a wall.

DESTRO: Ahhhh!

Cobra Commander looks down upon Destro; he looks like a fiery demon in the Matrix's light.

COBRA CMDR: My destiny is to have absolute power, to have total control of the world! Never question my destiny, or my decision to face it!

DESTRO: Y-y-yes, C-Commander!


SETTING: The airbase.

Bludd escorts Storm Shadow, whose sunglasses cover his eyes as he examines Komet fighters parked along the runway. Crew chiefs are performing maintenance on the engines.

BLUDD: Cobra honors the Anti-Comintern Pact, recognizes Japan's claim over Manchuria, and will aid the Emperor in His Majesty's war efforts-- after we accomplish our goals in Europe.

STORM SHADOW: I will inform His Majesty of your... generosity.

TEXT: Storm Shadow-- Arashikage Makoto. Grandmaster, Arashikage Ninja Clan. Lieutenant Commander (O4), Imperial Japanese Navy.

Storm Shadow looks into a hangar full of planes with folded wings. Mechanics are working on Rattlers-- 37 mm cannon-armed Junkers Ju-87C carrier-borne dive-bombers.

STORM SHADOW: I notice you still maintain some piston engine aircraft.

BLUDD: The Komet flies too quickly to be an effective attack plane.

STORM SHADOW: As a warrior, I must maintain my proficiency in all forms of combat, including air combat. May I have some fuel for my Zero?

He points at the Mitsubishi A6M Zero fighter parked behind a Komet.

BLUDD: Yes... Commander.


SETTING: The ruins of a medieval village.

The Joes form a defensive position, weapons aimed outwards. Leatherneck's M1 rifle butt strokes a crate to open it; Roadblock holsters his pistol to grab the M2HB machine gun inside.

ROADBLOCK: Come to Papa.

Duke holds a poncho over Scarlett's head as the OSS agent examines a map; the poncho hides the flashlight beam.

DUKE: Welcome to the Fera Islands. Prepared by the Office of Tourism and Trade.

SCARLETT: It's the most accurate map we have. Now, Cobra HQ should be right here. What do you think is the optimum path to it?

DUKE: The forest looks--

Snake Eyes runs towards Duke and Scarlett, grabs the backs of their coats, and pulls them away.

DUKE: Hey!

SCARLETT: Snake Eyes?

The Zero appears above them, firing its 20 mm cannons and 7.7 mm machine guns.

FLINT: Take cover!

The Joes dive behind the nearest cover and concealment. One Joe is too slow, and is blasted to pieces.

ROADBLOCK: You bastard!

He shoots at the Zero, which rolls to dodge the bullets, turns around, and shoots back.


He dives behind a stone wall. 7.7 mm bullets ricochet off the stones as 20 mm shells shatter them; sparks and rock chips rain on Roadblock.

Snake Eyes draws his katana (long sword) and jumps into the open.

ROADBLOCK: You dummy! Get back under cover!

The Zero turns around to attack Snake Eyes. The ninja stands firm, parrying the bullets and shells as the fighter approaches. When the Zero is above Snake Eyes' head, he jumps into the air to sever the left wing. The fighter spins towards the ground, out of control.


Storm Shadow uses a tanto (knife) to cut his restraints, opens the cockpit, and jumps out. The ninja lands on his feet, facing the Joes; his left hand grips the scabbard of his katana. The Zero crashes behind him and becomes a fireball.

JOE: Get him!

Three Joes run towards Storm Shadow, determined to capture him. Snake Eyes reaches for them, trying to warn them not to engage.

The Joes stop 10 meters from Storm Shadow and target him.

JOE: Freeze!

Storm Shadow draws his sword, slashes horizontally to project kenki (sword's breath)-- psychokinetic energy conducted through the sword-- and blasts the Joes in half.

Storm Shadow faces Snake Eyes.

STORM SHADOW: Good evening, Sword Brother-- or shall I call you "traitor"?

His sword points at Scarlett.

STORM SHADOW: Have you already sold your sword and your honor to the Americans? What was your price?

The Joes target Storm Shadow, but only Snake Eyes is brave enough to face the ninja. Snake Eyes moves in front of Scarlett to shield her.

STORM SHADOW: I see. As the Arashikage Grandmaster, it is my responsibility to deliver an honorable death, even though the recipient failed to live an honorable life. Come!

He uses his lightfoot technique to glide away from the Joes, towards a medieval castle. Snake Eyes glides after Storm Shadow. Scarlett reaches for Snake Eyes, wishing she could keep him out of harm's way.

SCARLETT: Snake Eyes!

Flint points down the road. Dreadnoks are riding BMW R75 motorcycles towards the ruins.

FLINT: We better take cover; a welcoming party is on its way!

Duke's head turns to seek a defensible position, and sees the ruins of a temple.

DUKE: There! Follow me!

He runs towards the temple, followed by most of the survivors.

Scarlett stands firm, staring at the castle where Snake Eyes will duel Storm Shadow. Roadblock puts his hand on her shoulder.

ROADBLOCK: He's a real fighter; he'll survive, but we won't if we don't take cover.

Scarlett sighs, turns around, and follows Duke. Roadblock aims his M2HB down the road, serving as rearguard; then he turns around to join his comrades.

TEXT: Temple of Thor.

The Ark broke in half when it crash-landed, exposing its main bridge to the elements. The Vikings who found the Autobots' frames thought Optimus, Grimlock, Ironhide, and Prowl were Thor, the Midgard Serpent, Heimdall, and Freya, respectively; the temple was built around them.

No one greets the approaching Joes; the village, built at the foot of a hill-- the Ark, which half-buried itself when it crashed and was covered with earth over time-- was abandoned after an earthquake ravaged it a century ago. The temple's stone floor is cratered and bulged; the Joes watch their feet as they enter.


He targets a robot Tyrannosaurus lying on the floor-- Grimlock. Duke puts his hand on Roadblock's shoulder.

DUKE: At ease. This rusty old machine hasn't moved since Adam and Eve were in Eden.

Four Joes push stones from a fallen pillar in front of the gates; then they assume fighting positions behind the barricades. Others marvel at the deactivated Autobots' sizes and shapes.

BREAKER: I feel like I'm in an old 'Star Brigade' serial.

LEATHERNECK: For all we know, we might be in an old 'Star Brigade' serial.

Flint and Jaye stare at a probe fixed to its launcher.

JAYE: What is it?

FLINT: I think--

Teletran-1 activates the probe, whose optical, IR, and electrostatic lenses light up.

FLINT: It's a bomb!

He pushes Jaye onto the floor as the probe rockets into Earth's orbit.

JAYE: Please get off me. Your weight will kill me before the blast will.

Flint blushes.

FLINT: Sorry.

He stands up and extends a hand to help Jaye, whose head rises to see the probe.

JAYE: Do you think it's a rocket?

TELETRAN-1: Explore, explore!

The probe scans a British harbor, where American combat vehicles-- military aid to the UK-- are unloaded from a transport ship.

PROBE: Scanning local life forms for technological adaptation to present environment.

The Autobots' repair programs are activated, illuminating their frames.

TELETRAN-1: Repair, repair!

Optimus' chest is reformatted into a M4A1(76)W Sherman medium tank's turret, with a hatch where the 76 mm cannon and coaxial .30 caliber machine gun are mounted. His right hand grips his laser rifle (disguised as the cannon with the machine gun mounted beside the barrel, in case the laser misfires). A T34 rocket launcher is fixed to his collarbones, the tubes mounted over his head (the launcher can use US Army 4.5" (114 mm) rockets to take advantage of the ammunition available on Earth).

Duke's M1 SMG targets Optimus.

DUKE: Get back! Get back!

Grimlock's head is reformatted into an Achilles IIC tank destroyer's bow. The headlights-- his optics-- burn blue. The Tyrannosaurus' jaws open to reveal metal-cutting teeth.

TEXT: Grimlock-- Autobot shock trooper (rank: 6).

GRIMLOCK: Roarrrr!

Roadblock shoots; the bullets ricochet harmlessly off Grimlock's armor as he faces the Joe.

GRIMLOCK: Decepticon! Grimlock crush you!

He charges. Roadblock raises the M2HB over his head, using the gun as a shield.


Grimlock's mouth opens to bite Roadblock. Optimus steps in front of Grimlock to stop him.

TEXT: Optimus Prime-- Autobot Commander-in-Chief (rank: 10).

OPTIMUS: Stand down, Grimlock. I doubt they're Decepticons.

GRIMLOCK: He attack Grimlock! Grimlock tear him to pieces!

Ironhide approaches them.

TEXT: Ironhide-- Acting Autobot Second-in-Command, Security Chief (rank: 7).

IRONHIDE: That's understandable. I know I won't be happy if the first thing I see when I'm reactivated is your ugly mug.

Grimlock turns to face him; the turret-mounted 17-pounder (77 mm) cannon (a disguised plasma cannon) on the Tyrannosaurus' back targets Ironhide's head.


OPTIMUS: That's enough!

He faces Duke.

OPTIMUS: I am Optimus Prime, Autobot Commander. Please identify yourselves.

DUKE: I'm an American soldier...

TEXT: Dreadnoks-- mercenaries in Cobra's service.

The Dreadnoks-- wearing load-bearing vests over mismatched leather riding suits-- park their R75s parallel to the temple walls, using the bikes as cover. Zandar watches two Dreadnoks aim Panzerfaust (armored fist/gauntlet) rocket launchers at the temple gates.

TEXT: Zandar-- real name unknown. Dreadnok Second-in-Command.

ZANDAR: Send them to hell!

The Dreadnoks fire the rockets at the gates; the resulting explosions throw Duke off his feet.

DUKE: Whoa!


TEXT: Viper's Nest Castle-- Cobra Auxiliary Headquarters.

Cobra rebuilt the medieval castle to be their HQ while the Terrordrome was being constructed. Flakvierling 38 20 mm cannons crown the castle's four towers; radio antennas crown the keep. The dry moat-- now a defensive trench-- hides MG42s under camouflage netting, behind razor wire.

Storm Shadow stands in front of a stormtrooper company, the castle guards.

STORM SHADOW: I am being followed. Kill the follower.

STORMTROOPER CAPT: Why should we help...?

Storm Shadow's palm strikes the captain's forehead, bursts his brain, and throws his helmet into the air.


He reaches for his P38, but is too slow; Storm Shadow's palm is now a centimeter from his forehead.

STORM SHADOW: Kill or be killed.

Snake Eyes glides through the forest. He sees two MG42s in front of the castle gates. The ninja's hand extends, trying to psychokinetically arm a grenade on a gunner's belt. Nothing happens. Snake Eyes crawls to the forest's edge and tries again.

The grenade shakes, alerting the gunner. He sees the moonlight reflected on the ninja's goggles.


He shoots at Snake Eyes.

The second gunner targets the ninja's position; he sees nothing.

GUNNER 2: What was that?

GUNNER 1: I thought I saw a...

The grenade explodes, kills him, and destroys his MG42.

The second gunner's mouth opens to scream; then Snake Eyes runs out of the forest, projects kenki, kills the gunner and destroys his MG42, and dashes behind him.

STORMTROOPER LT: Fighting positions!

He leads his stormtroopers to the gate. Snake Eyes appears 10 meters in front of him. The lieutenant fires his StG44.

Snake Eyes slashes vertically to project kenki. The bullets, blown off course, fly harmlessly past the ninja; the lieutenant is blasted in half.


Snake Eyes uses lightfoot to glide around the stormtroopers. There seems to be ten ninja, each one stabbing and slashing to paint the courtyard red.

The last stormtrooper drops his StG44 and backs away from Snake Eyes.

STORMTROOPER: I don't want to die, I don't want to die...

Snake Eyes reaches for the stormtrooper's neck, grabs the man's scarf, and uses it to wipe blood off his sword. The stormtrooper watches the ninja walk to the keep; then he flees.

STORM SHADOW: You're too merciful towards your enemies.

Snake Eyes' head rises towards the top of the keep. Storm Shadow looks down upon him.

STORM SHADOW: Hard Master identified this as a weakness when he was considering whom to name as the next Grandmaster. I don't have your weaknesses. I accomplish my missions mercilessly, effectively--

Snake Eyes runs up the keep wall, towards Storm Shadow.


Storm Shadow throws six shuriken (handheld swords/throwing knives) at him. The running Snake Eyes parries the shuriken, forcing Storm Shadow to step back and block a slash as he steps onto the roof.

SNAKE EYES: (Did you hope those men would kill me?)

STORM SHADOW: No, I hoped you would kill those men-- to taste blood and to thirst for it, so we can duel with pure hearts.

SNAKE EYES: (How we can claim to have pure hearts after the General's ambitions perverted our minds? After the Doctor's 'Evilution' perverted our bodies?!)

He pushes Storm Shadow off the roof. Storm Shadow somersaults to land on the walkway of a wall. A gunner aims his Flakvierling 38 at Snake Eyes.

GUNNER: I have him now!

The Flakvierling 38 shoots at Snake Eyes, who parries the shells. A shell grazes the side of the ninja's mask, tearing it.

STORM SHADOW: Do not interfere with our duel!

Both ninja project kenki at the gun. Snake Eyes' kenki shatters the Flakvierling 38's four cannons.

GUNNER: God...!

Storm Shadow's kenki severs his head and shoulders from his torso.

Snake Eyes feels blood drip from the tear in his mask. He takes off his mask and goggles to reveal a reptilian face-- a side effect of Evilution, Doctor Mindbender's program to create super soldiers by recombining human and animal DNA. His mouth opens to reveal sharp teeth and a forked tongue.


Storm Shadow calmly removes and pockets his sunglasses to reveal transparent eyelids and eyes with vertical pupils, like Snake Eyes'.

STORM SHADOW: Mindbender promised to restore to your human form. If you had not deserted the Clan--

SNAKE EYES: (Mindbender's promises are as hollow as his heart!)

He jumps off the roof to slash at his sword brother. Storm Shadow glides sideways to dodge the attack; the kenki shatters the stone.


TEXT: Dreadnoks-- fodder for Grimlock's cannon.

Two Dreadnoks fire Panzerfaust rockets at Grimlock; the explosions cover the Tyrannosaurus with fire and smoke.

DREADNOKS: Ha ha ha!

Grimlock, undamaged, charges through the smoke. The Tyrannosaurus' claws knock a Dreadnok out of his way; human blood spills on the ground as the man flies through the air.


The second Dreadnok crosses his arms over his head. Grimlock bites him and his bike to crush them both.

ZANDAR: Let's peel!

The surviving Dreadnoks mount their bikes and turn away. Grimlock shoots at the road, blasting four bikes into the air. Zandar slams against the road.



Zandar lies unconscious beside a bike's burning wreckage. A Dreadnok lifts Zandar onto his own bike before riding after his comrades.

Leatherneck targets the fleeing Dreadnok. He lowers his rifle to honor the man's courage.

Ironhide stands beside Grimlock, examining the Dreadnoks' bodies and the bikes' wreckages.

GRIMLOCK: Decepticons pick weak allies. Hope Optimus' allies not so weak.

IRONHIDE: That reminds me; why didn't the Decepticons attack our flanks while their cannon fodder distracted us? What are they doing now?


TEXT: The North Atlantic.

A RN fleet-- including two Illustrious class aircraft carriers, three King George V class battleships, and the battlecruiser HMS Hood-- escorts transports and landing crafts to support an amphibious assault. An USN fleet-- including two Essex class carriers, two North Carolina class battleships, and six New Orleans class heavy cruisers-- follows.

Megatron, Soundwave, and Starscream-- a red Messerschmitt Me-263 rocket fighter with silver thunderbolts painted on the wings-- rocket towards the RN fleet. A carrier launches a squadron of Supermarine Seafire fighters, which climb to engage the Decepticons.

MEGATRON: Starscream, destroy the fighters. Soundwave, capture the carrier and its fuel. I'll destroy the flagship.

Starscream chooses not to use his 30 mm cannons (disguised lasers) and mini-missiles. He transforms and detaches the leading edges of his wings-- power sabers that burn red when their cutting mechanisms are activated.

STARSCREAM: I am Starscream, Master of the Terror Soaring Saber! Fight me if you seek an honorable death!

A Seafire pilot taps his radio headset.

PILOT: What is this rubbish?

SQUADRON LEADER: Never mind. Shoot the flying swordsman.

Their Seafires fire their 20 mm cannons and .303 (7.7 x 56 mm R) machine guns at Starscream, who parries the shells and bullets. When the Seafires are 700 to 800 meters away, Starscream slashes to project kenki, destroying the Seafires and their pilots.

PILOT: Bloody hell!

Kenki blasts off a Seafire's wing. The pilot unfastens his restraints, opens the cockpit, jumps out, and deploys his parachute. Starscream ignores the pilot; he's no longer a threat.

Wild Weasel's Komet appears in front of the Seafire pilot.

PILOT: He can see me?!

TEXT: Wild Weasel-- real name unknown. Captain (O3), Cobra Air Force.

Wild Weasel, wearing NVG, shoots and kills the Seafire pilot.

PILOT: Argh!

Soundwave approaches the carrier; his chest compartment opens to reveal four missile launch tubes.

TEXT: Soundwave-- Decepticon signals intelligence officer (rank: 8).

SOUNDWAVE: Laserbeak, Buzzsaw, eject. Attack the bridge.

He fires two Ruhrstahl X-4 AAMs, which transform into robot condors-- Laserbeak and Buzzsaw-- who dive towards the carrier bridge.


The condors' laser cannons fire to shatter the windows before they fly at supersonic speed through the bridge; the sonic boom destroys their target. After the condors are out of his line of fire, Soundwave fires six chemical warhead-armed missiles, which detonate above the carrier to release sarin nerve gas.


He dives into the sea to escape.


Other crewmen collapse and die on the decks.

Soundwave lands on the flight deck. The carrier, and the fuel it carries, now belongs to the Decepticons.

Keelhaul stands in the bridge of the USS Flagg, an Essex class carrier. He watches Megatron sink two destroyers-- the Hood's escorts.

TEXT: Keelhaul-- Colby, Everett P. Vice Admiral (O9), US Navy.

Shipwreck sits in front of a radio. He turns to Keelhaul.

TEXT: Shipwreck-- Delgado, Hector X. Chief Petty Officer (E7), US Navy.

SHIPWRECK: Sir, the British flagship is under attack. Admiral Parker is requesting...

Megatron's 38 cm rocket mortar (a disguised fusion cannon) shoots and destroys the Hood.


KEELHAUL: I hope He's on our side.

He faces Shipwreck.

KEELHAUL: Where's the enemy fleet?

An Arado Ar-196 seaplane flies over the USN fleet. The pilot wears NVG.

SEAPLANE PILOT: Enemy ships sighted! Fire upon these coordinates...

He radios the ships' locations to the Cobra fleet-- including two Graf Zeppelin class carriers and two Bismarck class battleships, whose seaplane catapults launch V-1 buzz bombs to sink two USN destroyers and damage a third.

Keelhaul sees two fireballs fly toward a heavy cruiser.

KEELHAUL: What in hell...?

He raises his binoculars to his eyes. The fireballs-- buzz bombs-- hit and severely damage the cruiser.

KEELHAUL: Flying bombs?!

A Graf Zeppelin class carrier launches a Komet squadron, which joins Wild Weasel above the Cobra fleet.

WILD WEASEL: Flight Berta, cover the fleet. Flight Anton, cover the Rattlers.

PILOTS: Yes, Sir!

Wild Weasel leads Flight A towards the USN fleet. The carriers launch squadrons of Grumman F6F Hellcat fighters, which climb to engage the Rattlers before the dive-bombers can attack the ships. The Komet fighters dive, using their superior speed to destroy and damage dozens of Hellcats; the Rattlers attack the damaged ships to finish them.

SHIPWRECK: If God's on our side, I hope He sends us an angel!

Skyfire, a white Boeing B-17G Flying Fortress bomber with red flames painted on the nose and wings, dives towards the Komet fighters. His .50 caliber machine guns (disguised lasers) fire and destroy six fighters.

WILD WEASEL: What the devil?!

Starscream lunges at the B-17G cockpit. Skyfire rolls to dodge the attack, transforms, and punches. Starscream blocks the fist, but its momentum throws him backwards; he somersaults, stops, and points his swords at Skyfire.


Skyfire draws his bomb launcher (a giant M1A1 carbine that can use US Army Air Corps 2000 lb (907 kg) bombs) and fires. Megatron's cannon intercepts the incoming bomb, but the blast throws him backwards; he somersaults to stop.

MEGATRON: Decepticons, retreat!

He turns around to flee. Soundwave reconfigures the carrier's controls; Laserbeak and Buzzsaw fly above the carrier as it joins the Cobra fleet. Starscream crosses his swords in front of his chest, serving as rearguard; then he transforms and rockets away.

KOMET PILOT: The machine men have abandoned us!

WILD WEASEL: All flights, return to the carriers!

The Komet fighters use their superior rate of climb to escape, leaving behind the slower Rattlers.

HELLCAT PILOT: They're getting away!

HELLCAT SQUADRON LEADER: Forget the rockets! Get the dive-bombers!

The surviving Hellcats attack and destroy all the Rattlers.

A Rattler crashes into the sea, which extinguishes the fire in its rear fuel tank. The pilot tries to unfasten his restraints as the dive-bomber sinks. He's trapped; bubbles rise from the doomed man's mouth as he tries to scream, his fists hammering the canopy.

Skyfire hovers above the Flagg. The carrier's antiaircraft gunners target the Autobot, but are too surprised to shoot. Skyfire salutes the bridge.

TEXT: Skyfire-- Autobot air guardian (rank: 7).

SKYFIRE: Greetings, Admiral. I bring a message from Leatherneck.

KEELHAUL: He's still alive?!


TEXT: Zartan-- real name unknown. Dreadnok Commander.

Zandar's body lies on an operating table; Zartan kneels in front of it. Cobra Commander, and the Dreadnok who tried to save Zandar, stand behind him.

ZARTAN: Who killed my brother?

DREADNOK: A mechanical dragon.

ZARTAN: A Decepticon?

COBRA CMDR: No. Just as the enemy of our enemy is our ally, the ally of our enemy is our enemy. The American are allies of a rival machine men faction; we now share a common enemy with the Decepticons.

Zartan stands up.

ZARTAN: Where are they?


SETTING: The forest.

Optimus-- a red Sherman who the Joes covered with camouflage netting taken from Dreadnok saddlebags-- is parked on a hill overlooking the village; the Terrordrome crowns a dormant volcano on the opposite side. Duke sits in the turret.

DUKE: Your war began 10,000,000 years ago?!

OPTIMUS: Yes. We left Cybertron 4,000,000 years ago, seeking resources for our war effort. The Decepticons attacked our ship as it entered this star system; the damage probably caused it to crash on this planet, forcing us into stasis lock. I hope peace came to Cybertron during this time.

DUKE: After 6,000,000 years of war? I hope so too.

Flint stands beside Ironhide, a red M21 halftrack mortar carrier. He holds a radio.

FLINT: That's good news, Sir... Wilco, over...

He runs to Duke and Optimus.

FLINT: The fleet's taken a beating, but they can still kick Cobra's tail, thanks to your friend. An Iron Fist will strike at dawn; big guns, bombs, and marines are coming to stop Cobra before they send their big guns, bombs, and stormtroopers to America.

DUKE: We'll be ready for them once the scout team gets back.

Prowl-- a US Army officer's staff car, an olive drab Cadillac Series 60 sedan with a white star painted on the doors-- is parked beside Optimus. He uses his lasercom to prevent others from eavesdropping.

TEXT: Prowl-- Autobot strategist (rank: 8).

PROWL (LASERCOM): (Optimus, I'm concerned about the wisdom of allying with GI Joe. We lack sufficient information on their conflict to take sides. For all we know, they might be as evil as the Decepticons.)

OPTIMUS: (Your concerns are noted. However, the circumstances don't allow us to choose allies. For now, the fact that GI Joe fights Decepticon allies is good enough for me.)

Scarlett rides Bumblebee-- a Harley-Davidson WLA motorcycle in desert camouflage-- through the forest. Breaker, carrying a BC-1306 backpack radio, follows in an olive drab WLA. Bumblebee suddenly stops. Breaker stops behind them, curious.

SCARLETT: Bumblebee, what's wrong?

TEXT: Bumblebee-- Autobot espionage specialist (rank: 4).


They hear mechanical noises. Scarlett raises a hand, ordering Breaker to stand firm, before she creeps away. Bumblebee stealthily transforms to follow her.

Scarlett uses her binoculars to see the road from her position. Bumblebee crouches beside her.

Ravage runs, leading Hanomag SdKfz 251 halftracks down the road.

SCARLETT: Where are they going?


His warning comes too late; Ravage hears Scarlett's voice.

TEXT: Ravage-- Decepticon saboteur (rank: 4).

RAVAGE: Enemy detected!

He runs into the forest, towards Scarlett. Stormtroopers dismount the halftracks to follow the robot panther.

Bumblebee grabs the back of Scarlett's coat, puts her on his back, and transforms; Scarlett lands in his seat. The WLA drives through the forest to flee from Ravage.

Breaker hears the noise, but stands firm; the inexperienced Joe doesn't know what to do. Gloved hands reach for his neck from a shadow behind him.


SETTING: The command center.

Megatron defiantly faces Cobra Commander.

COBRA CMDR: While you were celebrating over the English carrier you captured, enemy submarines sank one of our battleships and severely damaged the second. Do you have an excuse for such irresponsibility?

MEGATRON: I need no excuse; the battleship sank because of your stupidity. If--

Cobra Commander reveals the Matrix. Megatron kneels, burning in pain.


COBRA CMDR: How dare you challenge my authority? I have the Matrix; I have power over you! I can...!

Destro runs into the command center, feigning distress. He replaced the broken armor with a business suit, but still wears the helmet and the C96.

DESTRO: Sir, the Viper's Nest relief force is engaging an enemy scout in Sector Caesar 03!

COBRA CMDR: I will give you one last chance to prove your worth, Megatron. Destroy the enemy or I will destroy you.

MEGATRON: Yes... Commander.


SETTING: Viper's Nest Castle.

The castle was ravaged by the duel; kenki destroyed a tower and a wall.

Storm Shadow runs along the castle wall, holding his sword sideways; the blade cuts into the stone. He stops in front of the keep; the wall falls behind him, towards his sword brother.

Snake Eyes slashes upwards to cut the wall in half; the stones fall harmlessly beside him. Storm Shadow lunges, forcing him to retreat. The blade doesn't touch Snake Eyes, but the kenki does; blood flows from the cut in his flak jacket.

Storm Shadow watches his sword brother assume a combat stance, ready to continue the duel. He smiles; he has a plan to defeat Snake Eyes.

STORM SHADOW: Your swordsmanship has deteriorated since we last crossed swords. Nightbird would be ashamed if she saw you now.

SNAKE EYES: (What have you done to Nightbird?!)

STORM SHADOW: I gave her aid and comfort-- things you took away from Nightbird when you deserted the Clan. The love she once gave to you, she now gives to me.


He slashes, but is too distracted to focus his psychokinetic energy; the kenki fades away before it can reach its target.

Storm Shadow lunges. Snake Eyes glides sideways, trying to dodge the attack.


His left hand catches the blade to stop the sword point a millimeter from his chest. Blood drips from the cut in his left palm as he slashes at Storm Shadow.

Storm Shadow punches Snake Eyes before the blade reaches his neck. Snake Eyes is thrown against a wall, shattering stones; he coughs blood.

STORM SHADOW: Farewell, Snake Eyes.

He raises his sword, ready to project kenki and kill Snake Eyes. A laser beam hits the back of his knee, severing the lower leg.


A shadow reaches for the falling ninja; Ravage now stands on Storm Shadow's back.

RAVAGE: So this is the one that made so much noise.

His head lowers to see Storm Shadow's face; pain glazes the ninja's eyes.

RAVAGE: He's a Cobra ally, yes? No matter-- the Decepticons will enslave all humans once we conquer this planet.

Snake Eyes defiantly raises his sword. Ravage faces him.

RAVAGE: Foolish human. Do you really think you can fight me?

He lunges.

Snake Eyes falls backwards; when Ravage is above him, he kicks to throw the panther against the wall.

RAVAGE: Roarrrr!

The wall falls, burying him. Snake Eyes stands up. Stones fly into the air as Ravage tries to free himself. Snake Eyes lunges to slash the panther's shoulder.

Ravage slashes Snake Eyes' shoulder; the metal claws cut deeply, throwing the ninja backwards.


Ravage frees himself from the stones.

RAVAGE: Do you really think you can...?

He smells the burning fuse of a grenade, stuck in the cut in his armor.

RAVAGE: What?!

The grenade blasts off his right front leg, throwing him on his side.

RAVAGE: Roarrrr!

He pushes against the ground, trying to stand on three legs.

Snake Eyes jumps, throws his sword into the hole in Ravage's armor, and pierces the panther's reactor.

RAVAGE: Soundwave!

His reactor meltdowns, killing him.

A stormtrooper captain leads the relief force through the forest, towards the castle. He rides Soundwave, a gray Schwerer Panzerspähwagen SdKfz 232 (Fu) (8 rad) radio reconnaissance vehicle. The Decepticon's telepathic link with his creation lets him to feel Ravage's death; his engine seizes.


The stormtrooper captain looks down in surprise.


Soundwave's hand closes upon the captain as he begins transforming; he crushes the man when he finishes.



STORMTROOPER 2: He's gone insane!

The stormtroopers flee, abandoning Soundwave.

SOUNDWAVE: Ravage, we will avenge you--

RUMBLE, FRENZY: We'll make all humans pay for your destruction!

In the castle, Snake Eyes' sword is embedded in Ravage's burning wreckage; the heat curls the blade.

Snake Eyes runs to his sword brother, whose back is broken. He hits pressure points to stop the bleeding, and reaches for a field dressing. Storm Shadow puts his hand over Snake Eyes'.

STORM SHADOW: No... Save it for yourself.

SNAKE EYES: (Hush, Sword Brother. Save your breath.)

STORM SHADOW: You were right; the Arashikage will be destroyed if we serve the General's ambitions. I beg of you, return to the Arashikage... return to Nightbird... she's...

He breathes his last breath.

Snake Eyes' head lowers in grief; then he puts field dressings on his wounds. The ninja psychokinetically lifts Storm Shadow's sword off the ground, into his hand.

SNAKE EYES: (I will save the Clan, Sword Brother.)

He enters the keep, finds a suit of armor, and covers his face with its helmet. Snake Eyes glides into the forest, seeking the other Joes.


TEXT: The Python Railroad Yard-- future axis for the transportation of Cobra personnel, equipment, and supplies between the Fera Islands and Continental European.

Megatron stands in a shadow as the monitor on his left forearm displays Soundwave's image.

MEGATRON: I'm sorry for your loss, but the mission comes first. Control your grief and rage, and aid the Cobra agent.


The monitor folds into a panel on Megatron's forearm; then Megatron faces the Baroness.

TEXT: Baroness-- real name unknown. Colonel, Cobra Intelligence Service.

MEGATRON: What are we facing?

The Baroness examines a photo of the USN-RN allied fleet, taken by a reconnaissance plane.

BARONESS: Three carriers, five battleships, 20 cruisers, 60 destroyers, and an unknown number of transports and landing crafts. They'll be within striking distance by dawn.

MEGATRON: They're no threat to Sentinel.

They stand in a Schwerer Gustav 80 cm railroad gun's shadow.


SETTING: The road.

Scarlett and Bumblebee lead the Autobots and the Joes, minus Grimlock and Roadblock, down a road. A man steps out of the bushes beside the road; the Joes instinctively target him.

BREAKER: Don't shoot!

SCARLETT: Breaker?

Breaker approaches the Joes, who lower their weapons.

SCARLETT: Thank God you're all right!

She dismounts the WLA to hug a blushing Breaker.

SCARLETT: I'm sorry I had to leave you behind. We were spotted; I tried to draw away the enemy soldiers so you could escape.

BREAKER: It's okay, Scarlett. Um, where's Roadblock?

A kilometer away, Grimlock-- a gray Achilles IIC-- drives towards the PzKpfw VI Ausf. E Tiger heavy tanks and halftracks chasing the Autobots. Roadblock sits in the turret, his M2HB mounted on top of it; he still fears Grimlock.

ROADBLOCK: I'm really sorry that I shot you.

GRIMLOCK: Then shoot enemy, or you become enemy. You not want to be my enemy.


Grimlock shoots a Tiger; the plasma beam pierces the turret and hits a Tiger behind it, destroying both tanks. Stormtroopers charge at the Achilles. Roadblock shoots, killing two stormtroopers and forcing the others to take cover.

ROADBLOCK: You ain't getting past me!

A stormtrooper throws an antitank grenade at Grimlock's turret. The Achilles transforms; the Tyrannosaurus' claws knock the grenade away. Grimlock charges; his foot rises as the grenade explodes harmlessly beside him.


Grimlock stomps on the stormtrooper to kill him.

A Tiger's 88 mm cannon fires; the Tyrannosaurus dodges the shot. Grimlock's claws parry a second 88 mm shell as he charges. The Tyrannosaurus stomps on the Tiger's hull to immobilize it; then his mouth opens.

GRIMLOCK: Roarrrr!


Roadblock watches Grimlock's jaws crush the Tiger's turret and the crewmen inside.


He holds left hand over his mouth, trying not to puke; his right hand still grips the M2HB.

GRIMLOCK: You functional?

ROADBLOCK: I... I'm fine. How are my buddies?

Two kilometers away, Flint extends his right hand and leans out of the M21 halftrack.

FLINT: All aboard, Joe.

Breaker takes the hand and lets Flint help him into Ironhide. Flint's left hand suddenly punches the specialist's nose. Breaker falls out of the M21 halftrack, holding his broken nose.


JAYE: What in hell was that for?!

Flint dismounts Ironhide; his pistol targets Breaker.

FLINT: You're not Breaker!

BREAKER: What are you talking about?

Flint points at the Feldfu backpack radio that slipped off Breaker's back.

FLINT: That's not Breaker's radio!

Breaker's face changes into Zartan's.


ZARTAN: Smart boy.

SCARLETT: But... How?!

ZARTAN: I ate his brain; it was rich in technical information, but poor in tactical information. Your second mistake was recruiting such an inexperienced soldier for this mission.

The Feldfu "explodes" to transform into a short-range spacebridge. Soundwave flies through the spacebridge to grab Flint, whose pistol targets the Decepticon's face. Soundwave squeezes, forcing Flint to drop the pistol.

FLINT: Ahhhh!

ZARTAN: Your first mistake was thinking you could resist us.

He retreats to Soundwave's side. Optimus, Ironhide, Prowl, and Bumblebee transform, targeting the Decepticon.

SOUNDWAVE: Your chances of successfully rescuing my hostage are only 5.56%. Lower your weapons or I will crush him.

FLINT: Shoot, you fools! If he...!

Zartan throws a white phosphorus smoke grenade to hide himself from the Autobots' IR vision. The toxic particles ignite plants beside the road.

DUKE: Get back! It's white phosphorus!

The Joes retreat from the toxic particles. Ironhide deploys a fire extinguisher to suppress the flames. When the smoke clears, the spacebridge has self-destructed; Soundwave, Zartan, and their hostage are gone.

JAYE: Fliiiint!

In the forest, Snake Eyes seeks the other Joes. He sees light beam into the sky-- a spacebridge is activated-- and races towards it. The ninja sees the spacebridge in a clearing; he hides behind a tree as the spacebridge opens.

Dreadnoks, the spacebridge guards, are playing poker. Soundwave, Zartan, and Flint appear. The guards stand at attention, accidentally scattering the cards.

DREADNOKS: Colonel Soundwave!

Soundwave carries Flint out of the spacebridge; Zartan follows.

SOUNDWAVE: Logically, the Autobots will attempt to capture the airbase so their allies can send supplies and reinforcements. I will defend the airbase. You will defend the road leading to it.

His chest compartment opens to reveal a cage.

ZARTAN: And the Yankee?

Soundwave locks the struggling Flint in the cage.

SOUNDWAVE: I have questions; he has answers.

He closes the chest compartment, transforms, and drives towards the airbase.

Snake Eyes watches Zartan lead the Dreadnoks towards the village; then he follows Soundwave.


SETTING: The command center.

The Baroness bows as Cobra Commander studies a map of the Fera Islands' defenses.

BARONESS: Soundwave has captured an American spy; I'll interrogate him to discover their plans. Meanwhile, Megatron has prepared the Sentinel for operations; he'll stop the Americans and their machine men allies.

COBRA CMDR: Excellent. Soon I will achieve my destiny; I will rule as king of the world! No one, not even the machine men, can stop me! Ha ha ha ha ha!

His fist slams against the map, crushing the blue model ships representing the USN-RN allied fleet.


SETTING: The village.

The Autobots are in front of the village. Optimus and Ironhide are in vehicle mode, their engines running; Grimlock is in robot mode. The villagers kneel in front of a trench between the Autobots and their objective. The entrenched Dreadnoks extend the barrels of their weapons between the villagers, aiming guns and antitank rockets at the Autobots.

WOMAN: Thor, God of Thunder and patron of free men, save us from this evil...

ZARTAN: Silence, or I'll boil your children to death and make you drink the broth!

The Joes target the Dreadnoks, but fear hitting the hostages.

ROADBLOCK: Damn it, what are we supposed to do?

DUKE: We wait.

Prowl and Bumblebee are covered in camouflage netting, behind the trees surrounding the village. Optimus and Ironhide's engines cover the noise Prowl and Bumblebee make as they crawl towards the trench, ready to attack the Dreadnoks and rescue the hostages.

GRIMLOCK: Grimlock no wait! Grimlock attack!

He steps forward.


Optimus' turret turns; his cannon barrel blocks Grimlock's path.

OPTIMUS: No. If we allow civilians to be harmed, we'll be no better than the Decepticons.

GRIMLOCK: Decepticons use hostages to buy time to counterattack! No give Decepticons time! Attack now!


Mini-missiles rain on Prowl and Bumblebee. A missile flies over Bumblebee, igniting his netting.


He throws off the burning netting and rolls to dodge two more missiles.

Prowl pushes against the ground, onto his feet. He waves the camouflage netting like a bullfighter's cape to knock two missiles off course.


Two more missiles fly over his head, turn around, and explode upon his back.

PROWL: Argh!


Skywarp-- a black Me-263 with a blue skull and crossed sabers painted behind the cockpit, making humans fear him-- flies over the trench after manually guiding the missiles to their target.


A Dreadnok panics and aims his Panzerschreck (tank terror) 88 mm rocket launcher at Skywarp.

ZARTAN: No, you fool!

He reaches for the Dreadnok, but is too late; the Dreadnok shoots.

Skywarp easily dodges the rocket.

SKYWARP: Shocking human!

He turns around to attack; electromagnets on his cannon barrels fire 30 mm shells at sublight speeds. The Dreadnoks and their hostages all die.

Optimus, Ironhide, and Bumblebee elevate their weapons and shoot. The Me-263 rolls to dodge their shots.

Grimlock grabs Roadblock and puts him in Ironhide.


Grimlock folds close his turret roof. His booster rockets launch him into the air; his toe claws slash at the Me-263, who dives to dodge the slash.

Skywarp transforms to land on his feet, and detaches the leading edge of his left wing-- a burning blue power saber.

TEXT: Skywarp-- Decepticon assassin (rank: 6).

SKYWARP: Hi, Grimlock!

GRIMLOCK: Grimlock crush Skywarp!

Skywarp demonstrates his swordsmanship-- spinning the sword in his hands, throwing it over his head and under his shoulders before catching it-- as he speaks.

SKYWARP: What's your problem? We were both mercenaries, Grimlock; we both fought for energon, not ideology. If Megatron offered you more energon than Optimus, you'd fight for him too.

GRIMLOCK: Megatron treat Grimlock like slave, not like warrior! Grimlock not fight for Megatron again!

SKYWARP: Not smart. The Decepticons will win this war; serving the winners, even as a slave, is better than serving the losers.

GRIMLOCK: Grimlock crush Megatron after Grimlock crush you!

He charges.

Skywarp teleports behind Grimlock, slashes, and projects kenki at his back.

GRIMLOCK: Roarrrr!

Bumblebee grabs Prowl's shoulders, trying to lift the strategist to his feet.

Optimus races to Prowl's side, followed by Ironhide.

OPTIMUS: Prowl, are you functional?

PROWL: Y-yes, Sir.

OPTIMUS: Then transform! We must roll out while Grimlock is keeping Skywarp busy!

BUMBLEBEE: (But...!)

OPTIMUS: (I regret this decision, but I doubt we have any other option. Megatron won't sacrifice one of his warriors if he can't destroy ten of his enemies in exchange.)

Prowl and Bumblebee transform. The Autobots drive through the forest, around the village.

SKYWARP: Where do you think you're going?

He teleports in front of Optimus, ready to slash.

Grimlock rockets through a house, ramming Skywarp before the assassin can project kenki.


GRIMLOCK: Forget Optimus! Fight Grimlock!

Duke and Jaye see a hand extend from the ruins of the house Grimlock destroyed; someone's trapped under the ruins.

JAYE: Oh my God!

Duke turns to Jaye; he knows there's nothing they can do.

DUKE: Focus on the mission! We can save them later!

The Autobots race towards their objective.


SETTING: The airbase.

In an empty hangar, Flint is chained to a metal chair. Soundwave looks down upon the Joe, projecting golden light from his optics.

FLINT: Ahhhh!

Soundwave telepathically scans his memory. Flint has a flashback; he sees Duke and Optimus in front of him.

FLINT (MEMORY): (An Iron Fist will strike at dawn; big guns, bombs, and marines are coming to stop Cobra...)

FLINT: Noooo!

He writhes in pain, trying to resist Soundwave; then the Joe slumps forward in the chair.

SOUNDWAVE: I have the information we need.

BARONESS: And the prisoner?

SOUNDWAVE: I have no further need for him; do with him as you please.

He flies out of the hangar.

BARONESS: Thank you.

She opens a suitcase containing torture instruments.

BARONESS: My dear Anastasia, welcome to the party.

She gently lifts Anastasia, a king cobra, out of her suitcase to hold the cobra in front of Flint. Anastasia's hood spreads as venom drips from her fangs.


Soundwave's scan mentally broke Flint; the Joe doesn't notice the cobra.

BARONESS: May I have this dance?

Her arms extend to put the cobra within striking distance. Anastasia's head rises to bite Flint; then a shuriken severs her head.


She drops Anastasia's body to draw her P38. As the Baroness targets Snake Eyes, she sees a shuriken stuck in the ejection port; the pistol will explode if she squeezes the trigger. She smiles and drops the useless P38.

BARONESS: Impressive. Are you one of Mindbender's super soldiers?

Snake Eyes raises his sword, ready to slash.

BARONESS: Why do you fight for the Americans? They have no chance of victory, and their fashion sense is atrocious! If you fight for me, I can give you wealth... power...

She turns sideways and poses, trying to seduce Snake Eyes, or distract him as she reaches for a grenade at her side.


Snake Eyes projects kenki between her and Flint. The Baroness stops smiling.


She attacks. Snake Eyes cuts the grenade in half, blowing its fuse away from its body; the fuse explodes harmlessly beside him.


Snake Eyes watches her run out of the hangar; the Baroness is no longer a threat. The ninja approaches Flint.

FLINT: Leave me... go help the others...

Snake Eyes cuts the chains off the chair, catching Flint as he falls.

FLINT: It's too late... they know...


SETTING: The Python Railroad Yard.

Daybreak. Megatron stands in front of Omega Sentinel-- a gray Schwerer Gustav, his flanks defended by four remote-controlled FLAK 36 88 mm cannons-- on the incomplete bridge to Continental Europe, watching Skyfire escort the USN-RN allied fleet towards the Fera Islands.

TEXT: Omega Sentinel-- Decepticon mobile battle station, super warrior.

MEGATRON: Omega Sentinel, destroy the enemy fleet!

OMEGA: Yes, Sir.

He fires, blasting off Skyfire's right wing.


He falls into the sea.

KEELHAUL: Skyfire!

SHIPWRECK: What in hell was that?!

Omega fires; the plasma beam divides the seawater, like Moses, as it reaches for an USN battleship. The resulting fireball consumes the battleship and her escorts-- two cruisers, four destroyers, and four Hellcats.

KEELHAUL: All ships, hard to port! Do not go reverse on the engines, I say again, do not go reverse! We must get out of that death ray's line of fire!

Another fireball consumes a RN battleship and her escorts.

Skyfire climbs out of the sea; sparks fly from the hole where his wing and right arm were.

SKYFIRE: Decepticons!

He rockets towards Omega, who shoots and blasts a hole in his breastplate. Skyfire keeps flying, refusing to let Omega hear him scream in pain; sparks fly from his clenched teeth.

Omega transforms into a giant robot with a left forearm-mounted plasma cannon-- the FLAK 36 are mounted on his shoulders and hips-- as Skyfire comes within hand-to-hand combat distance. His next shot ignites Skyfire, but the burning Autobot refuses to stop.

SKYFIRE: Until all are one!

His reactor meltdowns when he crashes into Omega; the resulting explosion kills them both, throwing Megatron into the air.


In the command center, Cobra Commander and Destro watch Megatron fall into the sea. Cobra officers study the map behind them, planning the Fera Islands' defense.

DESTRO: Shall I prepare to evacuate our forces?

Cobra Commander glides to Destro, grabs his collar, and lifts him off his feet.

COBRA CMDR: It's not over yet.

He throws Destro onto the map, shocking the officers.

COBRA CMDR: Do your duty! The Americans and the English will pay with blood for every centimeter of their advance!

Officers: Yes, Sir!

Destro climbs off the map.

DESTRO: Excuse me.

He walks into the elevator, angrily punches a button, and rides the elevator to the armory. Destro opens a secret door to reveal a trolley, which he rides to a secret underground laboratory. The door opens to reveal Starscream, who was listening through a radio in Destro's helmet.


DESTRO: The fool still thinks he has a chance.

STARSCREAM: He's like Megatron; he thinks that as long as he keeps fighting, victory will be at hand. When I was a mercenary, I learned to balance audacity, so I'd be hired, with caution, so I'd live to use the energon I earned.

DESTRO: Megatron never learned this lesson?

STARSCREAM: No. No matter-- they'll both die before noon.

Destro steps into the lab. The Combaticons-- Onslaught, Blastoff, Vortex, Brawl, and Swindle-- stand in the cages where they were built, waiting to be activated.

DESTRO: Magnificent-- the union of my armaments expertise and your knowledge of machine man anatomy. The best thing is that they only think of how to better serve their masters.

STARSCREAM: With the Combaticons on our side, no force on this planet can resist us!

DESTRO: We'll let our rivals and their enemies bleed each other white. Once they've exhausted their ammunition and their energy... Now!

Swindle's pistols (20 mm cannons) shoot at Starscream. The Decepticon detaches his right sword to parry the shells; his left hand extends, psychokinetically crushing the cage to trap the Combaticon.


He loses his grip on the pistols.

Starscream psychokinetically pulls the weapons out of Swindle's hands; the pistols land at his feet. His sword points at Destro, who draws the C96.

STARSCREAM: How dare you...?

The Baroness pilots Blastoff, who rockets out of his cage. Starscream turns around to face the Combaticon, but he's too slow; Blastoff slams him against a wall.


Blastoff throws him against the floor, and stomps on his right arm to immobilize Starscream.

DESTRO: I'm grateful for your help, Starscream; I could never have built the Combaticons without your knowledge and your strength. But the world needs only one master.

BARONESS (LOUDSPEAKER): And one mistress.

Blastoff's right forearm-mounted 30 mm cannons (disguised lasers) target Starscream's head.

BARONESS: What shall I do with you?

DESTRO: We have no further need for him.


He fires mini-missiles; the resulting explosions throw Blastoff against the ceiling.

Destro jumps under Brawl, whose body shields him from the falling concrete blocks.

DESTRO: Baroness!

The smoke clears to reveal a hole in the ceiling. Starscream's right arm lies on the floor; the rest of his body is gone.

Blastoff stands up, undamaged.

BARONESS: I'm fine, my love.

DESTRO: The fool! I didn't expect him to self-destruct.

BARONESS: There's no need for anger, my love. Soon we'll be unstoppable.


SETTING: Off the Fera Islands' west coast.

The USN carriers launch Hellcats and Curtiss SB2C Helldiver dive-bombers. The RN carrier launches Seafires and Fairey Swordfish torpedo bombers armed with 500 lb (227 kg) bombs.

The Hellcats and Seafires escort the bombers towards the island. Komet fighters appear above them.

WILD WEASEL: Cobraaaa!

The Komet fighters dive, firing R4M 55 mm rockets and 30 mm cannons.

Keelhaul watches Wild Weasel shoot down a Helldiver.

KEELHAUL: That's it! Prepare the Queen; I'll kill that red bastard myself!

SHIPWRECK: Say again?!

Keelhaul runs out of the bridge. Minutes later, the elevator lifts the Queen of the Night-- a F6F-3N Hellcat night fighter with a sexy vampire painted under the cockpit-- onto the flight deck.


He pushes the throttle forward; the Queen takes off.

Wild Weasel watches Keelhaul climb to engage him.

WILD WEASEL: Silly Yankee! The sky is my domain!

He dives towards the Queen.


The Queen spins towards the sea as Keelhaul tries to dodge the Komet; he almost lost control.

Wild Weasel does a loop; his fighter is now behind the Queen. He shoots.

Keelhaul rolls to dodge the shells, but one blasts off the top the Queen's rudder.

KEELHAUL: Damn, he's good!

He pulls the control stick towards his chest. The Queen seems to stand on its tail; the G force slams Keelhaul against his seat.


He performs an Immelmann-- he climbs, does half a loop, and then half a roll-- to fly in the opposite direction.

Wild Weasel's head rises, watching the Queen dive towards him.


The Queen's .50 BMG machine guns fire, blasting the Komet to pieces.


The loss of their leader shocks the Komet squadron. Hellcats shoot down two more Komet fighters before the squadron retreats.


SETTING: The beachhead.

TEXT: Iron Fist-- codeword requesting all available forces, from all services, to attack a fortified enemy position.

Optimus launches 60 missiles; each one guides itself to the thin armor on a Tiger's roof, destroying the tank.

Duke ducks as an 88 mm shell ricochets harmlessly off the Sherman's armor. Optimus' laser shoots and destroys the Tiger.

OPTIMUS: Are you functional?

DUKE: I'm fine. Just clear the beach before our men arrive.

Leatherneck sits in Ironhide, using the Autobot's radio to call the carriers and direct air strikes against the defenses. A Helldiver bombs a casemate-- a reinforced concrete structure housing an 88 mm cannon pre-sighted to fire down upon the beach-- to destroy it.

LEATHERNECK: Yeah, you got him!

A laser beam hits his shoulder.


ROADBLOCK: Leatherneck!

He shoots at Laserbeak, who easily dodges the bullets. The condor flies onto Soundwave's extended forearm.

SOUNDWAVE: Your chances of surviving this battle are only 30.6%. Surrender, and you may join the Decepticons and serve our cause. Resist and you will be annihilated.

PROWL: Your chances of survival are no better!

His laser rifle fires; the beam dissipate harmlessly upon Soundwave's force field. The Joes dismount Ironhide, who transforms to help Prowl; the Decepticon's force field starts collapsing under the Autobots' combined firepower.


Rumble appears behind Prowl and Ironhide. His jackhammers deploy to open a volcanic fissure, which swallows the Autobots.


Ironhide grabs the fissure edge. Prowl grabs his legs; Roadblock grabs his shoulder.

Two Joes fall into the magma.

JOES: Ahhhh!

They burn to death.

IRONHIDE: I can't hold on much longer...

ROADBLOCK: Yes you can! Come on, you're tougher than this! Don't you dare give up...!

Frenzy appears above the Autobots. He smiles, aiming his laser pistols.


Scarlett rides Bumblebee, who jumps over the fissure to ram Frenzy. She drops a grenade on Frenzy; the grenade explodes as the WLA drives away.

Rumble appears in front of Bumblebee and hammers his headlight, knocking the WLA onto the ground.


Bumblebee lies on his side, trapping Scarlett's leg beneath him. The Joe's SMG targets Rumble, whose hammer shatters the firearm before she can squeeze the trigger.

RUMBLE: You functional, Frenzy?

Frenzy limps towards Scarlett and Bumblebee.

FRENZY: Shocking human! I'm gonna tear you to pieces!

RUMBLE: Do you really think you can stop us?

Scarlett smiles.

SCARLETT: No, but I think they can.

Prowl appears and tackles Frenzy, knocking him onto the ground.


Prowl shoots Frenzy's head to kill the Decepticon.

RUMBLE: Frenzy!

Ironhide tackles him. The Autobot's rifle (the 81 mm mortar in direct fire mode) targets Rumble's head, but laser beams knock him off his feet before he can shoot.

SOUNDWAVE: Rumble, return!

Rumble transforms and flies into his chest compartment.

Prowl shoots at Soundwave. The Decepticon launches six missiles, shattering the armor on Prowl's right arm and exposing the servomotors and wires underneath.

PROWL: Ahhhh!

He drops his rifle.

SOUNDWAVE: Your cries and screams will be a funeral song for Frenzy... You will beg for your own destruction before I deliver it to you!

A Helldiver drops a 1000 lb (450 kg) bomb on Soundwave.


Leatherneck leans on Roadblock's shoulder, holding a BC-1306 handset. Bumblebee and Scarlett-- armed with Leatherneck's rifle-- stand in front of them, serving as guards.


Soundwave shoots at them. Optimus jumps in front of Bumblebee to block the laser beam, saving him and the Joes. Duke appears and pushes the Joes backwards, away from Optimus.

DUKE: Take cover!

Bumblebee and the Joes dive behind a rock as Optimus shoots.

Soundwave ducks, dodging the shot. His laser rifle (disguised as a 20 mm cannon with a 7.92 mm machine gun mounted beside the barrel) targets the charging Autobot. He's too slow; Optimus' rifle butt strokes his head.


He drops his rifle and falls onto the ground. Optimus kicks the rifle away and targets Soundwave's head.

OPTIMUS: Surrender!


He launches three missiles. Optimus' laser intercepts two missiles; the third explodes upon his chest, weakening the armor.


Soundwave draws a burning blue power dagger from the frame antenna on his back. The Decepticon's dagger points at the weak point in Optimus' armor, scorched by the missile; he lunges, knocking the Autobot on his back.

IRONHIDE: Optimus!

He targets Soundwave, but fears hitting Optimus.

Optimus' left hand grabs Soundwave's right wrist, stopping the dagger point a centimeter from his chest. His rifle barrel pushes against Soundwave's neck.


He head butts Soundwave, stunning the Decepticon.


His mask is knocked off to reveal his metal skull.

Optimus kicks, throwing Soundwave against the ground. He stands up.

Ironhide shoots Soundwave's chest; Optimus shoots at his head.

Soundwave raises his hand to shield his skull; the laser beam blasts a hole in his hand and scorches his forehead. The Decepticon refuses to let the Autobots hear him scream in pain; sparks fly from his clenched teeth.

Prowl's left hand grips his rifle as he targets Soundwave's head.

SOUNDWAVE: Decepticons forever!

He launches ten missiles, forcing the Autobots to duck. Laserbeak, Buzzsaw, and Rumble fly among the missiles, over the Autobots' heads. Optimus' radar detects Buzzsaw; he shoots to kill the condor.

IRONHIDE: Don't let him get away!

Soundwave self-destructs; the blast blinds the Autobots.

Laserbeak and Rumble's telepathic link with their creator allows them to feel Soundwave's death.

LASERBEAK: Shrieeeek!

RUMBLE (TELEPATHICALLY): (Be quiet! You'll get us killed! Soundwave will... would've been angry if we did that. We got to...)

He bites his lip, hiding his pain as they escape.


SETTING: The command center.

Cobra Commander stares at a monitor, which shows images from the Terrordrome's security cameras. Onscreen, American soldiers disembark from their landing craft.

A stormtrooper colonel stands behind him, hiding his fear.

STORMTROOPER COL: What are your orders, Sir?

COBRA CMDR: Prepare my command tank. I'll crush the Americans and their machine men allies myself.


He walks to the armored doors; then kenki blows open the doors, throwing him into the air.



Snake Eyes appears in the doorway. Stormtroopers shoot at the ninja, who parries the bullets. Flint stands behind Snake Eyes, firing a captured StG44; the stormtroopers are losing this battle.

Cobra Commander reveals the Matrix and glides towards Snake Eyes, who projects kenki. Cobra Commander draws his P38, channels the Matrix's energy into the pistol, and shoots; the bullet blows away the kenki, hits Snake Eyes' sword, and throws the ninja into the air.

FLINT: Snake Eyes!

Cobra Commander grabs his collar and lifts him into the air.

COBRA CMDR: You pathetic worm... you cannot destroy my destiny!

He slams Flint against the floor.

FLINT: Argh!

He sees a StG44 on the floor. The surviving stormtroopers target him.

Cobra Commander waves his hand, ordering his men to stand down; he doesn't fear Flint.

COBRA CMDR: Yes, crawl like the worm that you are!

Flint crawls to the StG44 and grabs it; then Cobra Commander stomps on his hand.

FLINT: Ahhhh!

COBRA CMDR: Ha ha ha ha ha!

Kenki severs the stormtroopers' heads. Cobra Commander turns to the tired Snake Eyes, who uses his sword as a crutch.

COBRA CMDR: Your courage is commendable, but your foolishness is deplorable.

Snake Eyes raises his sword and lunges. Cobra Commander's left hand catches the blade; his right hand punches 10 times per second, like a machine gun, to hammer the ninja's body. Snake Eyes refuses to let go of his sword.

COBRA CMDR: The losers should know when they've lost.

He punches. Snake Eyes ducks under the fist and grabs the Matrix. Light fills the command center.


Snake Eyes kicks Cobra Commander to free himself. The ninja somersaults backwards, his sword pointing at his enemy. Cobra Commander glances at the empty Matrix casing; then he runs out of the command center.

Flint slowly stands up.

FLINT: You let him get away! What were you thinking?

Snake Eyes falls onto the floor, gripping his sword and the Matrix.

FLINT: Snake Eyes!

Cobra Commander runs into the underground motor pool. He climbs onto his Tiger command tank, surprising the crewmen.


COBRA CMDR: We're evacuating the Terrordrome! Start the engines and get us out of here!


Cobra Commander stands in the tank commander's position as the Tiger drives towards the gate. A gray Sturmtiger self-propelled mortar drives in front of it.

COBRA CMDR: Get out of my way!

Megatron-- the Sturmtiger-- transforms.

COBRA CMDR: Megatron, what a pleasant surprise! Two Americans are following me. I order you to kill them!

MEGATRON: You order me? You no longer have power over me... you no longer have the Matrix.

Cobra Commander stares at the empty Matrix casing.


Megatron shoots and destroys the Tiger, killing everyone inside.


SETTING: Destro's lab.

Destro stares at a monitor. Onscreen, American and British soldiers engage the stormtroopers as Autobots and Sherman tanks engage the Tigers.

DESTRO: It's time.

He enters Onslaught's cockpit.

DESTRO: Arise, Combaticons! Destroy our enemies, both men and machines!


They rocket through the roof, towards the Terrordrome.


SETTING: The forest.

Fallen trees surround Grimlock and Skywarp; cuts cover their armor. The duelists rocket towards each other. Skywarp slashes; Grimlock's teeth catch the sword blade.


The cannon in his right forearm targets Grimlock's head as the Tyrannosaurus' turret targets his chest; both duelists fire, throwing each other backwards.



They brace their feet against the ground to stop themselves. Skywarp smiles as they prepare to attack again; then both duelists look up in surprise to see the Combaticons fly overhead. They notice the Combaticons have silver thunderbolts painted under their Decepticon insignias-- Starscream and Destro's insignia.

SKYWARP: What in the Pit is that?!

GRIMLOCK: More important than you or Grimlock.

He shoots at the assassin.

Skywarp blocks the plasma beam, but its energy throws him backwards. He somersaults, stops, and aims his sword at the spot where Grimlock stood; the Tyrannosaurus is gone.

SKYWARP: More important than me? We'll see.

He smiles, walking away to avoid detection.


SETTING: Destro's lab.

A robot's left hand, the paint scorched by an explosion, reaches for Starscream's severed arm.


SETTING: The beachhead.

An American platoon sets up a defensive position. Bludd rides a Tiger command tank, leading stormtroopers towards their position.

BLUDD: Cobraaaa!

Brawl lands in front of Bludd and transforms into a PzKpfw VI Ausf. B Königstiger (King Tiger) heavy tank. His 88 mm cannon (a disguised laser rifle) shoots and destroys the command tank, killing everyone inside.

BLUDD: Ahhhh!

Swindle lands, transforms into a Flakpanzer IV Wirbelwind (Whirlwind) air defense vehicle, and shoots, blasting the American soldiers to pieces.


In the Flagg's bridge, Shipwreck watches Onslaught-- an Arado Ar-234C Blitz (Lightning) jet bomber-- fly towards the landing crafts.

SHIPWRECK: Who the hell is that guy?

Onslaught's bomb launchers (giant C96 pistols) fire two 500 kg bombs. Two landing crafts explode, throwing dozens of burning bodies-- American servicemen-- into the air.


The Queen dives, shooting at Onslaught; the bullets ricochet harmlessly off the Blitz's armor.

KEELHAUL: You bastard!

Blastoff-- a Messerschmitt Me-262C-1a Schwalbe (Swallow) rocket-assisted jet fighter-- appears behind the Queen. The Baroness shoots, igniting Keelhaul's fighter.

Keelhaul unfastens his restrains, opens the cockpit, jumps out, and deploys his parachute. He watches the Queen crash into the sea.

KEELHAUL: My Queeeeen!

Ironhide and Prowl charge towards Brawl and Swindle.

IRONHIDE: You functional?

PROWL: 74.3%. Can you identify these transformers?

IRONHIDE: I've never seen them before.

Vortex, a Focke-Wulf Ta-152H fighter, appears behind the Autobots. He fires the 30 mm cannon in his propeller hub (a disguised laser mounted in his robot head) to hits Prowl's head, killing the Autobot.


Vortex transforms to kick his head, slamming him against the ground.


Vortex's forearm-mounted 20 mm cannons target Ironhide's head. A laser beam hits the back of his knee; sparks fly from the damaged joint.

VORTEX: Shriek!

A shadow reaches for the falling Combaticon; Optimus now stands on Vortex's back, targeting his head.

OPTIMUS: Status report!

Ironhide stands up, raising his rifle.

IRONHIDE: That pile of slag just killed Prowl!

Vortex spins his propeller, blowing sand to blind the Autobots. He twists, throwing Optimus off his back.


Ironhide watches Vortex fly away.


Onslaught and Blastoff fly over the battlefield; Destro and the Baroness watch Vortex, Brawl, and Swindle attack both sides.

DESTRO: The game is over! Combaticons, unite and form Bruticus!

Brawl and Swindle transform and rocket into the air.

Onslaught forms the torso, Vortex and Blastoff form the left and right arms, Brawl and Swindle form the left and right legs. Vortex's X-4 AAM launchers detach from the wings as Swindle's cannons detach from the turret; the weapons combine with Onslaught's left pistol to form Superweapon-1. Blastoff's R4M launchers detach from the wings as Brawl's laser detaches from the turret; the weapons combine with Onslaught's right pistol to form Superweapon-2.

TEXT: Bruticus-- Decepticon super warrior.

BRUTICUS: Bruticus hate you, both men and machines! Bruticus burn you! Bruticus crush you! Roarrrr!

He aims the Superweapons in opposite directions. Superweapon-1 destroys a column of Tiger tanks.

Destro watches Superweapon-2 sink an USN carrier and her escorts.

DESTRO: Ha ha ha ha ha!

Optimus and Ironhide cover Bumblebee and the Joes, shielding them from the shock waves.

DUKE: We must stop that monster!

JAYE: How?!

ROADBLOCK: Get me some sticky bombs! I'll blast off his feet; then I'll shoot off his head!

They hear mechanical noises.

SCARLETT: What's that?

Flint and Snake Eyes drive a captured Volkswagen Type 166 Schwimmwagen amphibious vehicle to Optimus' side.

FLINT: Miss me?

JAYE: Fliiiint!

She runs to Flint's side and hugs him.

FLINT: Get Snake Eyes to a medic. His hand is...

He involuntarily shivers as he stares at Snake Eyes' left hand, which holds the Matrix; the ninja's glove was burned off to reveal scales and claws.

Scarlett, unsurprised, takes out her first aid kit.

SCARLETT: I'll help; I'm a registered nurse.

OPTIMUS: The Matrix! Give it to me!

Snake Eyes, shocked that he wants the source of Cobra Commander's powers, somersaults backwards out of the Schwimmwagen, and points the sword at Optimus.

OPTIMUS: It may be the only thing that can stop Bruticus!

DUKE: Trust him! He's our only hope!

Snake Eyes extends his left hand. Optimus reaches for the Matrix; then a plasma beam hits his mask.


He covers his face.

Megatron appears, targeting Optimus' head. Snake Eyes points the sword at the Decepticon.

MEGATRON: Give me the Matrix, human.

He targets Scarlett.

MEGATRON: Or your friends will pay the price for your defiance.

Grimlock appears and rams Megatron, throwing him off his feet.


Grimlock stomps on his shoulder to immobilize him. The Tyrannosaurus' jaws lock around Megatron's cannon.


He bites off Megatron's cannon.


Optimus reaches for the Matrix, revealing a face scarred by battlefield damage repairs.


Snake Eyes throws the Matrix into his left hand.

Optimus runs towards Bruticus. Superweapon-2 fires. Optimus' laser intercepts a bomb, but the blast blinds him; he doesn't see the laser beam that severs his right arm.


Ironhide runs towards Bruticus to draw his attention away from Optimus.

IRONHIDE: Over here, you big pile of slag!

He shoots; the mortar shells explode harmlessly upon Bruticus' force field. The super warrior spins Vortex's propeller, slashes, and cuts Ironhide in half.


His reactor meltdowns, killing him.

Megatron kicks, knocking Grimlock on his back. The Decepticon runs towards Optimus.

MEGATRON: The Matrix!

Grimlock's head turns to fire two nose-mounted flamethrowers, covering Megatron in blue flames.


Bumblebee sets his laser pistol to "OVERLOAD", shoots the back of Megatron's neck, and blasts the Decepticon's head into the air. The pistol barrel bursts.


He drops the red-hot pistol.

Optimus holds the Matrix in front of him as he rockets towards Bruticus' head.

OPTIMUS: Until all are one!

The Matrix projects a burning light, vaporizing Optimus and melting Bruticus' armor.

BRUTICUS: Roarrrr!


The Matrix falls onto the ground. The diamond is now obsidian; the Matrix is now powerless.

Bruticus kneels in stasis lock. Onslaught's cockpit opens; the Matrix melted Destro's mask of rage, burning the man's face.

DESTRO: Ahhhh!

He falls to the ground.

Blastoff's cockpit opens; the Baroness is unhurt because she was further away from the light. She ties a rope to the seat, and rappels down the rope.

BARONESS: My love!

She lands and runs towards Destro.

Scarlett fires a warning shot into the air.

SCARLETT: Hold it right there!

Destro breathes his last breath.

The Baroness hides her anger as Scarlett approaches her. She puts her hands behind her head to reach the knife hidden under her coat collar. As she prepares to throw the knife and kill the Joe, she sees someone behind Scarlett.


She drops the knife, shocked by who she saw.

Scarlett sees the falling knife, and extends her left hand to restrain the Baroness.


Snake Eyes tackles her. Kenki is projected over their heads to sever the Baroness' legs.


Scarlett sees Starscream limp towards the Baroness. The Decepticon removed his right pauldron to reattach his arm; sparks fly from exposed servomotors and wires.

SCARLETT: Oh my God!

STARSCREAM: Until all are one, Baroness.

Snake Eyes grabs Scarlett's hand. Starscream ignores the Joes as they flee. The Decepticon gently puts the tip of his sword onto the Baroness' belly, using the cutting mechanism to generate heat.


She burns to death.

Grimlock rams Starscream to slam him against the ground.


Bumblebee runs to them, using Ironhide's rifle to target Starscream's head.

BUMBLEBEE: Give up, Starscream! It's over!

Starscream smiles.

STARSCREAM: Is it? Do you know we Decepticons built the Terrordrome-- the fortress over there?


STARSCREAM: Do you know why we did Cobra this favor? For this.

The Terrordrome lifts off the volcano and rockets towards the beach. Automated FLAK 36s lower from the bottom of the fortress, target Grimlock, and shoot him off Starscream's back.

GRIMLOCK: Roarrrr!

The Terrordrome lowers five electromagnets onto Bruticus. Starscream jumps onto a magnet, holding its cable as the super warrior is lifted into the bomb bay.

STARSCREAM: See you later!

The bomb bay doors close.

Hellcats and Helldivers attack the Terrordrome as it flies away, but their weapons are useless against its armor. The FLAK 36s shoot down five planes, forcing the surviving pilots to retreat.

FLINT: What do we do now?

GRIMLOCK: We hunt Starscream! We crush Starscream!

Scarlett takes Snake Eyes' hand and carefully bandages each finger.

SCARLETT: For now, let's take care of our wounded, and...

A tear falls from her eye as she remembers the friends she lost. Snake Eyes put his hand on Scarlett's shoulder to comfort her.

Roadblock's head lowers to hide his tears. Duke puts his hand on the Joe's shoulder.

DUKE: It's okay. We all lost friends last night; we all want to cry.

ROADBLOCK: Breaker was my best friend in training... he taught me how to fix a radio, and I was gonna teach him how to appreciate real Cajun cooking... It ain't fair!

The other Joes quietly watch Roadblock cry. They know the war isn't over; they'll have more reasons to cry.


SETTING: Alpha Q's meditation chamber.

Alpha Q-- a cyborg with four faces beneath a golden skullcap, two muscular arms, and six mechanical tentacles beneath his body-- hovers in front of at a monitor.

ROADBLOCK (VIDEO): It ain't fair!

Alpha Q's head rotates past the Face of Famine, to the Face of War, which stares at the monitor.

ALPHA Q-WAR: Is it the end?

His head rotates past the Face of Pestilence, to the Face of Death.

ALPHA Q-DEATH: It is not the end. It is not even the beginning of the end. But--

Unicron's face is projected onto the skullcap.

UNICRON: It is the end of the beginning.